Tekst sporazuma
Schedule A
Summary Description of the Project
Purpose, Location
The Project consists of the reconstruction and modernisation of the existing single track railway line Prosek (Sićevo) – Dimitrovgrad and construction of single-track by- pass in the North of the City of Niš.
In particular, it consists of the following four Components:
1. Section Sićevo – Dimitrovgrad, reconstruction and modernisation civil works and track, preparatory works for electrification and signalling;
2. North by-pass of the City of Niš, single track electrified line;
3. Sections Crveni Krst – connection with the by-pass and Sićevo – Dimitrovgrad, electrification and signalling; and
4. Services for design, third party works supervision and implementation support plus preparation of future projects.
Description
The works will include:
• Components 1 and 3: o dismantling of the existing trackwork and signalling equipment; o rehabilitation of the track-bed, modification of the longitudinal profile and of the cross-section where necessary; o extension of the useful length of the stations, 7 stations to 660m and 2 stations to 750m; o rehabilitation of the existing and construction of new engineering structures; o construction of the drainage network; o installation of new trackwork; o installation of new overhead contact line, 25 kV 50 Hz; o construction of 2 new traction power substations, including 110 kV power intakes from the utility network and integration of the power substations in the remote control system in station Niš; o installation of signalling equipment in the stations and blocks (the interlockings will be solid state), including ETCS Level 2, CTC central offices in station Niš; o installation of telecommunications equipment, including GSM-R; o modernisation and upgrading of level crossing equipment on sections Sićevo-Dimitrovgrad and Niš-Crveni Krst; o modernisation of the existing and construction of new platforms and installation of the related equipment; and • Component 2: o construction of the track-bed; o construction of engineering structures; o installations of trackwork; o construction of two stations with useful length 750m; o installation of overhead contact line, 25 kV 50 Hz; o installation of signalling equipment in the stations and blocks (the interlockings will be solid state), including ETCS Level 2, CTC central offices in station Niš; o installation of telecommunications equipment, including GSM-R; o any temporary works necessary to ensure the operation of the line during the works with an appropriate level of safety, availability and reliability.
Overall, the Project includes:
| Track and overhead contact line | |
| ● Newly built track bed | 22 km of line |
| ● Modernisation of track bed | 82 km of line |
| ● Newly installed or renewed trackwork (length of track) | 104 km over 108 km of line |
| ● Newly installed or renewed overhead contact line (length of track) | 108 km over 108 km of line |
| Engineering structures | |
| ● Railway bridges (newly built or reconstructed) | 8 |
| ● Road overpasses (newly built or reconstructed) | 3 |
| ● Road underpasses (newly built or reconstructed) | 12 |
| ● Culverts | 163 |
| Signalling | |
| ● Interlockings | 13 |
| ● CTC offices (upgrade of existing) | 1 |
| Level crossings | |
| ● Upgraded level crossings | 0 |
| ● Modernised level crossings (without changing category) | 29 |
| Passenger stations or halts | |
| ● Newly built passenger stations or halts | 4 |
| ● Modernised passenger stations or halts | 21 |
| ● Newly built platforms / platform edges | 35 |
The modernised infrastructure will be for mixed use, passengers and freight.
The main characteristics of the modernised lines will be as follows:
| Maximum speed | 80-120 km/h (as per the characteristics of the existing alignment on section Sićevo-Dimitrovgrad), 100-160 km/h on the North by-pass of the City of Niš |
| Axle load | 22.5 t |
| Gauge | UIC-GC |
| Maximum train length | 660m/750 m on section Sićevo-Dimitrovgrad, 750m on the North by-pass of the City of Niš |
| Capacity | 46 pairs/day |
| Length of platforms | 110m-400m on section Sićevo-Dimitrovgrad, 150m-247m on the North by-pass of the City of Niš |
Calendar The works on the Project will be completed according to the following indicative implementation calendar:
| 1. Sićevo – Dimitrovgrad, civil works, track and electrification | Q2 2026 |
| 2. By-pass, civil works, track and electrification | Q3 2027 |
| 3. Niš – Dimitrovgrad, signalling and telecoms | Q4 2027 |
Schedule B
Definition of EURIBOR
"EURIBOR" means:
(a)
in respect of a relevant period of less than one month, the Screen Rate (as defined below) for a term of one month;
(b)
in respect of a relevant period of one or more months for which a Screen Rate is available, the applicable Screen Rate for a term for the corresponding number of months; and
(c)
in respect of a relevant period of more than one month for which a Screen Rate is not available, the rate resulting from a linear interpolation by reference to two Screen Rates, one of which is applicable for a period next shorter and the other for a period next longer than the length of the relevant period,
(the period for which the rate is taken or from which the rates are interpolated being
the "Representative Period").
For the purposes of paragraphs (a) to (c) above:
(i)
"available" means the rates, for given maturities, that are calculated and published by Global Rate Set Systems Ltd (GRSS), or such other service provider selected by the European Money Markets Institute (EMMI), or any successor to that function of EMMI, as determined by the Bank; and
(ii) "Screen Rate" means the rate of interest for deposits in EUR for the relevant period as published at 11:00 a.m., Brussels time, or at a later time acceptable to the Bank on the day (the "Reset Date") which falls 2 (two) Relevant Business Days prior to the first day of the relevant period, on Reuters page EURIBOR 01 or its successor page or, failing which, by any other means of publication chosen for this purpose by the Bank.
If such Screen Rate is not so published, the Bank shall request the principal offices of four major banks in the euro-zone, selected by the Bank, to quote the rate at which EUR deposits in a comparable amount are offered by each of them, as at approximately 11:00 a.m., Brussels time on the Reset Date to prime banks in the euro-zone interbank market for a period equal to the Representative Period. If at least 2 (two) quotations are provided, the rate for that Reset Date will be the arithmetic mean of the quotations. If no sufficient quotations are provided as requested, the rate for that Reset Date will be the arithmetic mean of the rates quoted by major banks in the euro-zone, selected by the Bank, at approximately 11:00 a.m., Brussels time, on the day which falls 2 (two) Relevant Business Days after the Reset Date, for loans in EUR in a comparable amount to leading European banks for a period equal to the Representative Period. The Bank shall inform the Borrower without delay of the quotations received by the Bank.
All percentages resulting from any calculations referred to in this Schedule will be rounded, if necessary, to the nearest one thousandth of a percentage point, with halves being rounded up.
If any of the foregoing provisions becomes inconsistent with provisions adopted under the aegis of EMMI (or any successor to that function of EMMI as determined by the Bank) in respect of EURIBOR, the Bank may by notice to the Borrower amend the provision to bring it into line with such other provisions.
If the Screen Rate becomes permanently unavailable, the EURIBOR replacement rate will be the rate (inclusive of any spreads or adjustments) formally recommended by (i) the working group on euro risk-free rates established by the European Central Bank (ECB), the Financial Services and Markets Authority (FSMA), the European Securities and Markets Authority (ESMA) and the European Commission, or (ii) the European Money Market Institute, as the administrator of EURIBOR, or (iii) the competent authority responsible under Regulation (EU) 2016/1011 for supervising the European Money Market Institute, as the administrator of the EURIBOR, or (iv) the national competent authorities designated under Regulation (EU) 2016/1011, or
(v)
the European Central Bank.
If the Screen Rate becomes permanently unavailable and no EURIBOR replacement rate is formally recommended as provided above, EURIBOR shall be the rate (expressed as a percentage rate per annum) which is determined by the Bank to be the all-inclusive cost to the Bank for the funding of the relevant Tranche based upon the then applicable internally generated Bank reference rate or an alternative rate determination method reasonably determined by the Bank.
Schedule C
Form of Disbursement Offer/Acceptance (Articles 1.2.B and 1.2.C)
Disbursement Offer/Acceptance
Valid until: [time] CET on [date]
From: European Investment Bank
To: The Republic of Serbia
Date:
Subject: Disbursement Offer/Acceptance for the Finance Contract between European Investment Bank and the Republic of Serbia dated [] (the
"Finance Contract")
Contract Number 98444 Operation Number 2016-0341
Dear Sirs,
We refer to the Finance Contract. Terms defined in the Finance Contract have the same meaning when used in this letter.
Following your request for a Disbursement Offer from the Bank, in accordance with the relevant provisions of the Finance Contract, and otherwise subject to its terms, we hereby offer to make available to you the following Tranche:
GENERAL
Scheduled Disbursement Date:
Component(s) to be financed:
Currency of Tranche:
Amount of Tranche:
PRINCIPAL
Repayment periodicity:
Terms for repayment of principal:
First Repayment Date:
Last Repayment Date:
Repayment Dates: INTEREST
Interest payment periodicity:
First interest Payment Date:
Payment Dates:
Interest Revision / Conversion Date:
COMMENTS:
APPLICABLE RATE
Interest Rate basis:
Rate applicable until:
Fixed Rate:
Spread:
Relevant Interbank Rate:
If not duly accepted by the above stated time, the offer contained in this document shall be deemed to have been refused and shall automatically lapse.
We hereby accept the above Disbursement Offer for and on behalf of the Borrower:
Name(s) of the Borrower's Authorised Signatory(ies) (as defined in the Finance Contract):
………………………………………………………..………………………………………… Signature(s) of the Borrower’s Authorised Signatory(ies) (as defined in the Finance Contract): Date:
Please return the signed Disbursement Acceptance to the following email [ ].
IMPORTANT NOTICE TO THE BORROWER:
BY SIGNING ABOVE YOU CONFIRM THAT THE LIST OF AUTHORISED
SIGNATORIES AND ACCOUNTS PROVIDED TO THE BANK WAS DULY
UPDATED PRIOR TO THE PRESENTATION OF THE ABOVE DISBURSEMENT
OFFER BY THE BANK.
IN THE EVENT THAT ANY SIGNATORIES OR ACCOUNTS APPEARING IN THIS
DISBURSEMENT ACCEPTANCE ARE NOT INCLUDED IN THE LATEST LIST OF
AUTHORISED SIGNATORIES AND ACCOUNTS (AS DISBURSEMENT ACCOUNT)
RECEIVED BY THE BANK, THE ABOVE DISBURSEMENT OFFER SHALL BE
DEEMED AS NOT HAVING BEEN MADE.
Disbursement Account to be credited:
Disbursement Account N°: ………………………………………………………………….
Disbursement Account holder/beneficiary:…………………………………………………
(please, provide IBAN format if the country is included in IBAN Registry published by SWIFT, otherwise an appropriate format in line with the local banking practice should be provided)
Bank name and address: …………………..…………………………….........................
Bank identification code (BIC): ……………………………………………......................
Payment details to be provided: …………………………………………….......................
Schedule D
Interest Rate Revision and Conversion
If an Interest Revision/Conversion Date has been included in the Disbursement Offer for a Tranche, the following provisions shall apply.
A. Mechanics of Interest Revision/Conversion
Upon receiving an Interest Revision/Conversion Request the Bank shall, during the period commencing 60 (sixty) days and ending 30 (thirty) days before the Interest Revision/Conversion Date, deliver to the Borrower an Interest Revision/Conversion Proposal stating:
(a)
the Fixed Rate and/or Spread that would apply to the Tranche, or of its part indicated in the Interest Revision/Conversion Request pursuant to Article 3.1; and
(b)
that such rate shall apply until the Maturity Date or until a new Interest Revision/Conversion Date, if any, and that interest is payable quarterly, semi-annually or annually, in accordance with Article 3.1, in arrear on designated Payment Dates.
The Borrower may accept in writing an Interest Revision/Conversion Proposal by the deadline specified therein.
Any amendment to this Contract requested by the Bank in this connection shall be effected by an agreement to be concluded and effective not later than 1 (one) Business Day prior to sending by the Bank of an Interest Revision/Conversion Proposal.
Fixed Rates and Spreads are available for periods of not less than 4 (four) years or, in the absence of a repayment of principal during that period, not less than 3 (three) years.
B. Effects of Interest Revision/Conversion
If the Borrower duly accepts in writing a Fixed Rate or a Spread in respect of an Interest Revision/Conversion Proposal, the Borrower shall pay accrued interest on the Interest Revision/Conversion Date and thereafter on the designated Payment Dates.
Prior to the Interest Revision/Conversion Date, the relevant provisions of this Contract and Disbursement Offer and Disbursement Acceptance shall apply to the Tranche in its entirety. From and including the Interest Revision/Conversion Date onwards, the provisions contained in the Interest Revision/Conversion Proposal relating to the new Fixed Rate or Spread shall apply to the Tranche (or any part thereof, as indicated in the Interest Revision/Conversion Request) until the new Interest Revision/Conversion Date, if any, or until the Maturity Date.
C. Partial or no Interest Revision/Conversion
In case of a partial Interest Revision/Conversion, the Borrower will repay, without indemnity, on the Interest Revision/Conversion Date the part of the Tranche that is not covered by the Interest Revision/Conversion Request and which is therefore not subject to the Interest Revision/Conversion.
If the Borrower does not submit an Interest Revision/Conversion Request or does not accept in writing the Interest Revision/Conversion Proposal for the Tranche or if the Parties fail to effect an amendment requested by the Bank pursuant to paragraph A above, the Borrower shall repay the Tranche in full on the Interest Revision/Conversion Date, without indemnity.
Schedule E
Certificates to be Provided by the Borrower
E.1 Form of Certificate from Borrower (Article 1.4.B)
From: The Republic of Serbia
To: European Investment Bank
Date:
Subject: Finance Contract between European Investment Bank and the Republic of Serbia dated [] (the "Finance Contract")
Contract Number 98444 Operation Number 2016-0341
Dear Sirs,
Terms defined in the Finance Contract have the same meaning when used in this letter.
For the purposes of Article 1.4 of the Finance Contract we hereby certify to you as follows:
(a)
no Security of the type prohibited under Article 7.2 has been created or is in existence;
(b)
there has been no material change to any aspect of the Project or in respect of which we are obliged to report under Article 8.1, save as previously communicated by us;
(c)
we have sufficient funds available to ensure the timely completion and implementation of the Project in accordance with Schedule A;
(d)
no event or circumstance which constitutes or would with the passage of time or the giving of notice or the making of any determination under the Finance Contract (or any combination of the foregoing) constitute a Prepayment Event or an Event of Default has occurred and is continuing unremedied or unwaived;
(e)
no litigation, arbitration administrative proceedings or investigation is current or to our knowledge is threatened or pending before any court, arbitral body or agency which has resulted or if adversely determined is reasonably likely to result in a Material Adverse Change, nor is there subsisting against us or any of our subsidiaries any unsatisfied judgement or award;
(f)
the representations and warranties to be made or repeated by us under Article 6.7 are true in all respects;
(g)
no Material Adverse Change has occurred, as compared with the situation at the date of the Finance Contract, and
(h)
the most recent List of Authorised Signatories and Accounts provided to the Bank by the Borrower is up-to-date and the Bank may rely on the information set out therein. We undertake to immediately notify the Bank if any the above fails to be true or correct as of the Disbursement Date for the proposed Tranche.
Yours faithfully,
For and on behalf of the Republic of Serbia
Date: